Each outstanding share of Chevron common stock is entitled to one vote for each of the Director nominees
named in this Proxy Statement. Each Director nominee who receives a majority of the votes cast (number of shares voted for a Director nominee must exceed the number of shares voted against that Director nominee, excluding
abstentions) will be elected a Director, provided that if the number of Director nominees exceeds the number of Directors to be elected, the Directors shall be elected by a plurality of the shares present in person or by proxy at the Annual Meeting
or any adjournment thereof and entitled to vote on the election of Directors. If you do not wish your shares to be voted with respect to a particular Director nominee, you may abstain by so indicating in the space provided on the proxy
form or abstain as prompted during the telephone or Internet voting instructions.

Under Chevrons By-Laws, in an uncontested election any current Director who
receives more against votes than for votes must submit an offer of resignation to the Board Nominating and Governance Committee. The Committee must then consider all relevant facts, including the Directors
qualifications and past and expected future contributions, the overall composition of the Board, and whether Chevron would meet regulatory or similar requirements without the Director, and make a recommendation to the Board on what action to take
with respect to the offer of resignation.

If you are a street name stockholder and do not vote your shares, your bank, broker or other holder of record can vote your shares at its discretion
on the election of Directors.

Election of Directors

STYLE="font-size:4px;margin-top:0px;margin-bottom:0px">

STYLE="margin-top:0px;margin-bottom:0px">(Item 1 on the proxy card)

Your Board is nominating 14 individuals named in thisProxy Statement for election as Directors. A report by the Board Nominating and Governance Committee in the Board Operations section of this Proxy Statement and Chevrons Corporate Governance Guidelines (available atwww.chevron.com and available in print upon request) describe the processes used to determine the qualifications and independence of each nominee and the effectiveness of the Board and its committees.

STYLE="margin-top:10px;margin-bottom:0px">The persons named as proxy holders on the proxy card will vote your shares FOR the 14 nominees unless you vote against or abstain in the spaces provided on the proxy cardor as prompted during the telephone or Internet voting instructions. Directors are elected annually and serve for a one-year term and until their successors are elected. If any nominee is unable to serve as a Director, which we do not anticipate,the Board by resolution may reduce the number of Directors or choose a substitute.

Each outstanding share of Chevron common stock is entitled to one vote for each of the Director nominees. Each Director nominee who receives a majority of the votes cast
(number of shares voted "for" a Director nominee must exceed the number of votes cast "against" that Director nominee, excluding abstentions) will be elected a Director, provided that if the number of
Director nominees exceeds the number of Directors to be elected (a situation we do not anticipate), the Directors shall be elected by a plurality of the shares present in person or by proxy at any
such meeting and entitled to vote on the election of Directors. If you do not wish your shares to be voted with respect to a particular Director nominee, you may "abstain" by so indicating in the
space provided on the proxy form or abstain as prompted during the telephone or Internet voting instructions. Under Chevron's By-Laws, in an uncontested election any current Director who
receives more "against" votes than "for" votes must submit an offer of resignation to the Board Nominating and Governance Committee, which must consider all relevant facts, including the Director's
qualifications and past and expected future contributions, the overall composition of the Board, and whether Chevron would meet regulatory requirements without the Director and make a recommendation
to the Board on what action to take with respect to the offer of resignation.

Item 1Election of Directors

Each outstanding share of Chevron common stock is entitled to one vote for each of the Director nominees. Each Director nominee who receives a majority of the votes cast(number of shares voted "for" a Director nominee must exceed the number of votes cast "against" that Director nominee, excluding abstentions) will be elected a Director, provided that if the number ofDirector nominees exceeds the number of Directors to be elected (a situation we do not anticipate), the Directors shall be elected by a plurality of the shares present in person or by proxy at anysuch meeting and entitled to vote on the election of Directors. If you do not wish your shares to be voted with respect to a particular Director nominee, you may "abstain" by so indicating in thespace provided on the proxy form or abstain as prompted during the telephone or Internet voting instructions. Under Chevron's By-Laws, in an uncontested election any current Director whoreceives more "against" votes than "for" votes must submit an offer of resignation to the Board Nominating and Governance Committee, which must consider all relevant facts, including the Director'squalifications and past and expected future contributions, the overall composition of the Board, and whether Chevron would meet regulatory requirements without the Director and make a recommendationto the Board on what action to take with respect to the offer of resignation.

Each outstanding share of Chevron common stock is entitled to one vote for each of the Director nominees. Each Director nominee who receives a majority of the votes cast
(number of shares voted "for" a Director nominee must exceed the number of votes cast "against" that Director nominee, excluding abstentions) will be elected a Director, provided that if the number of
Director nominees exceeds the number of Directors to be elected (a situation we do not anticipate), the Directors shall be elected by a plurality of the shares present in person or by proxy at any
such meeting and entitled to vote on the election of Directors. If you do not wish your shares to be voted with respect to a particular Director nominee, you may "abstain" by so indicating in the
space provided on the proxy form or abstain as prompted during the telephone or Internet voting instructions. Under Chevron's By-Laws, in an uncontested election any current Director who
receives more "against" votes than "for" votes must submit an offer of resignation to the Board Nominating and Governance Committee, which must consider all relevant facts, including the Director's
qualifications and past and expected future contributions, the overall composition of the Board, and whether Chevron would meet regulatory requirements without the Director and make a recommendation
to the Board on what action to take with respect to the offer of resignation.

Item 1Election of Directors

Each outstanding share of Chevron common stock is entitled to one vote for each of the Director nominees. Each Director nominee who receives a majority of the votes cast(number of shares voted "for" a Director nominee must exceed the number of votes cast "against" that Director nominee, excluding abstentions) will be elected a Director, provided that if the number ofDirector nominees exceeds the number of Directors to be elected (a situation we do not anticipate), the Directors shall be elected by a plurality of the shares present in person or by proxy at anysuch meeting and entitled to vote on the election of Directors. If you do not wish your shares to be voted with respect to a particular Director nominee, you may "abstain" by so indicating in thespace provided on the proxy form or abstain as prompted during the telephone or Internet voting instructions. Under Chevron's By-Laws, in an uncontested election any current Director whoreceives more "against" votes than "for" votes must submit an offer of resignation to the Board Nominating and Governance Committee, which must consider all relevant facts, including the Director'squalifications and past and expected future contributions, the overall composition of the Board, and whether Chevron would meet regulatory requirements without the Director and make a recommendationto the Board on what action to take with respect to the offer of resignation.

Dr. Sugar, age 58, has been Chairman of the Board and
Chief Executive Officer of Northrop Grumman Corporation, a
global defense company, since 2003.

Prior Positions Held: Dr. Sugar was President and Chief
Operating Officer of Northrop Grumman Corporation from 2001
until 2003. He was President and Chief Operating Officer of
Litton Industries, Inc., from 2000 until 2001. He was previously
President and Chief Operating Officer of TRW Aerospace and
Information Systems.

Mr. Ware, age 63, is a retired Executive
Vice-President of The
Coca-Cola
Company, a manufacturer of beverages.

Prior Positions Held: Mr. Ware was a Senior Advisor to the
CEO of The
Coca-Cola
Company from 2003 until 2005 and was an Executive
Vice-President, Global Public Affairs and Administration from
2000 until 2003. He was President of The
Coca-Cola
Companys Africa Group, with operational responsibility for
50 countries in
sub-Saharan
Africa from 1991 until 2000.

Each outstanding share of ChevronTexaco Stock is entitled to one vote
for as many separate nominees as there are Directors to be elected. The nominees who receive the most votes for the number of positions to be filled are elected Directors. If you do not wish your shares to be voted for a particular nominee, you may
so indicate in the space provided on the proxy form or withhold authority as prompted during the telephone or Internet voting instructions.